Alamo Area Master Naturalist Chapter Bylaws

These Bylaws govern the affairs of TEXAS MASTER NATURALISTS ALAMO AREA CHAPTER, INCORPORATED; a not-for-profit corporation (hereinafter sometimes referred to as the "Corporation") organized under the Texas Non-Profit Corporation Act (hereinafter sometimes referred to as the "Act").

ARTICLE I - PURPOSE OF THE TEXAS MASTER NATURALISTS ALAMO AREA CHAPTER

The Texas Master Naturalists Alamo Area Chapter is dedicated to the conservation, preservation, and restoration of our natural resources, and promoting ecological education for all. The Texas Master Naturalists Alamo Area Chapter will encourage and support trained Master Naturalist volunteers in providing community programs and projects that increase appreciation of our natural environment, promote the maintenance of and sustainable use of public open spaces, and protect and preserve native flora and fauna and their habitats.

ARTICLE II - OFFICES

1. REGISTERED OFFICE AND AGENT:

The registered office of the Corporation shall be maintained at 21395 Milsa, San Antonio, in the State of Texas. The name of the registered agent of the Corporation at such address is Thea Platz. The registered office or the registered agent, or both, may be changed at any time by a majority vote of the Board of Directors by resolution of the Board of Directors and upon filing the statement required by law.

2. PRINCIPAL OFFICE:

The principal office of the Corporation shall be at 21395 Milsa, San Antonio, Texas, provided that the Board of Directors shall have power to change the location of the principal office at any time.

3. OTHER OFFICES:

The Corporation may also establish or maintain offices at such places where the Corporation is qualified to do business as the Board of Directors may from time to time designate, or as the business of the Corporation may require. Meetings to promote or plan Corporation activities may take place on an informal basis whenever available and convenient facilities can be obtained in the San Antonio area.

ARTICLE III - MEMBERSHIP

Membership in this Corporation shall be secured and maintained as established by the Texas Master Naturalists Alamo Area Chapter Membership Policy section of the Corporation's Policies and Procedures. Membership in the Corporation is open to qualifying individuals regardless of race, age, sex, religion, or national origin.

ARTICLE IV - DUES

1. DUES SET BY BOARD:

The Board of Directors may, with approval of a majority of members present at a duly called and convened general membership meeting, set and change the amount of an initiation fee, if any, and the annual dues, if any, payable to the Corporation. The Board of Directors under special circumstances may waive individual membership fees, on a case by case basis, if set, by a majority vote of the Board of Directors.

2. PAYMENT OF DUES: Dues shall be payable in advance of the first day of January in each fiscal year.

ARTICLE V - GOVERNINGSHIP

1. DIRECTORS:

The business and affairs of the Corporation and all corporate powers shall be exercised by or under authority of the Board of Directors. Directors need not be residents of the State of Texas. The term "Directors" when used in these by-laws in relation to any power or duty requiring collective action means "Board of Directors." All resolutions or actions of the Board of Directors shall be effective if passed by the majority vote (or 2/3rd if applicable) of those Board members present at a duly called and convened meeting of the Board of Directors, subject, however, to the quorum requirements listed in Article IV - "Meetings and Quorums." All resolutions and actions that do not fall within the assigned duties of the Board of Directors or are not assigned by these by-laws will be presented to, and voted upon by a quorum of the general membership at a duly called and convened general meeting.

2. TERM, TENURE, AND ELECTION OF DIRECTORS:

The Board of Directors will be made up of the President, the Vice-President(s), the Secretary, the Treasurer, the Chairs of the standing committees, the Immediate-Past President, and three at large members. Tenure will be made available to representatives of Texas Parks and Wildlife Department, San Antonio Parks and Recreation, and the Texas Forest Service. The election of President, Vice-President(s), Secretary, Treasurer, and three at large members will be conducted at the annual meeting, as specified in Article VI, Item 3. Standing committee chairs are appointed and will serve as determined by the President. The President may appoint a special committee chair for a specific purpose. All actions and expenditures of the committees must be approved by the Board of Directors. A Board Member, excluding those with tenure, shall serve a one- (1) year term. Any vacancy occurring on the Board of Directors shall be filled by a majority vote of the remaining directors for the remaining unexpired term. (Note: Duties of the officers shall be described in the Corporation's Policies and Procedures.)

3. REMOVAL OF DIRECTORS:

A Director with three consecutive unexcused absences from a duly called and convened meeting of the Board of Directors is no longer a member of the Board and is so notified by the Board in writing. A vote of the Board will determine whether an absence is unexcused.

4. MEMBER COMPENSATION:

Any member will not receive any salary or compensation for their volunteer services, but may be reimbursed for any out-of-pocket costs or expenses as established by the Expenses section of the Corporation's Policies and Procedures.

ARTICLE VI - MEETINGS AND QUORUMS

1. MEETING PROCEDURES:

All duly called meetings will be convened and conducted according to Robert's Rules of Order and applicable local, state, and federal laws.

2. MONTHLY MEETINGS:

Meetings of the general membership shall be conducted at a time and location designated by the Board of Directors. Notification of this meeting shall be published in the Corporation Newsletter, and posted at the designated office of the corporation and another public facility.

3. ANNUAL MEETINGS:

The Annual Meeting shall be held at such a time and place designated by resolution of the Board of Directors. This meeting will be conducted for the purpose of electing the Board of Directors and conducting other business as may be properly brought before the Annual Meeting. Notification of this meeting is required and shall be published in the Corporation Newsletter, and posted at the designated office of the corporation and another public facility.

4. QUORUM OF THE BOARD OF DIRECTORS:

More than fifty percent (50%) of the eligible voting members of the Board of Directors shall constitute a quorum for the transaction of business. The acts of the Majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.

5. QUORUM OF GENERAL MEMBERSHIP:

The lesser of 10 percent (10%) or twenty (20) of the voting members, as defined in the Corporation's Policies and Procedures, of the general membership shall constitute a quorum for the transaction of business. The acts of the Majority of the members present at a meeting at which a quorum is present shall be the acts of the general membership.

ARTICLE VII - INDEMNIFICATION

The Corporation will pursue insurance which will indemnify all members or agents of the Corporation who was, is or may be named Defendant or Respondent in any proceeding as a result of his or her actions or omissions with the scope of his or her official capacity in the Corporation. For the purpose of this article, an agent includes one who is serving at the request of the Corporation. However, the Corporation shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the Corporation's best interests.

ARTICLE VIII - PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS

No Director, officer, employee, member, or other person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operation of the Corporation, provided that this will not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of the purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the Corporation assets upon the dissolution of the Corporation.

ARTICLE IX - EXEMPT ACTIVITIES

Notwithstanding any other provision of these By-laws, no Director, Officer, Employee or Representative of this Corporation shall take any action or carry on any activity on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may be hereafter be amended, or by any organization contributions which are not deductible under Section 170 (c) (2) of such Code and Regulations as they now exist or as they may hereafter be amended.

ARTICLE X - MISCELLANEOUS

1. FISCAL YEAR:

The fiscal year of the Corporation shall begin on the first day of January and end on the last day in December in each year.

2. CHECKS, DRAFTS, ETC.:

All checks, drafts or other instruments for payment of money or notes of the Corporation shall be signed by two (2) designated Directors and any expenditure of more than two hundred and fifty dollars ($250.00) must be approved by a resolution of the Board of Directors. Checks shall be issued as established by the Master Naturalist Expenses Policy and Procedures section of the Corporation's Policies and Procedures.

3. GIFTS AND DONATIONS:

The Corporation is authorized to accept and receive contributions, donations, and grants from any and all sources. Acceptance of any grant or gift - restricted or unrestricted - does not imply any form of endorsement by the Corporation for the source, services, products, or policies. Nor does it imply any benefit - past, present, or future - to be granted by the Corporation. Acceptance of any contract will not imply any endorsement, benefit, or product beyond the deliverable services and products expressly contained in the contract. It will be the general policy of the Corporation to accept unrestricted contributions from any source. However, the Corporation retains the right to refuse any gift where, in the judgment of the Board of Directors, the reputation or perceived image of the grantor may be deemed injurious to the Corporation. The Corporation will accept restricted grants from any source; provided that the conditions of the grant are consistent with the corporation's mission, goals, and priorities as determined by the Board of Directors.

ARTICLE XI - SEAL

The Board of Directors shall provide a Corporate Seal, which shall be in the form of a circle and shall be inscribed thereon the name of the Corporation and the words "Corporate Seal of Master Naturalists, Incorporated."

ARTICLE XII - AMENDMENTS

By-laws and Articles of Incorporation may be altered, amended, or repealed, and new By-laws and Articles may be adopted by a two-thirds (2/3) vote of the general membership and any meeting called for such purpose. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member at such meeting within the time and manner provided in Article VI.

ARTICLE XIII - SEVERABILITY CLAUSE

These By-laws shall be enforced and shall be effective to the fullest extent permitted by applicable State or Federal Law. If a by-law or provision herein is found to be unenforceable in part, the remaining valid part or provision shall nevertheless be enforced to the fullest extent permitted by law.

Adopted by the Board of Directors on __________, 1998, in San Antonio, Texas.

Adopted by the General Membership on _________, 1998 in San Antonio, Texas.